$CNPOF $RIV.V Q1 FY19 Financial Results and Corporate Update

TORONTO, Aug. 27, 2019 – Canopy Rivers Inc. (the “Company” or “Canopy Rivers“) (TSXV: RIV), (OTC: CNPOF) today released its financial results for the three months ended June 30, 2019. The Company’s unaudited condensed interim consolidated financial statements for the three months ended June 30, 2019 (“Q1 2020“), and its management’s discussion and analysis (the “MD&A“) for Q1 2020, are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR“) at www.sedar.com and on the Company’s website at www.canopyrivers.com/investors/financials-and-public-filings. All financial information in this press release is reported in Canadian dollars, unless otherwise indicated.

“In Q1 2020, we made several exciting investments in plant sciences and cannabis brands, two areas that we think are primed for real growth in the cannabis sector,” said Narbe Alexandrian, President and Chief Executive Officer of Canopy Rivers. “In addition to our new investments, as lifecycle investors, it was also rewarding to see so much positive news coming from our portfolio companies this quarter. From PharmHouse entering into a significant supply agreement with Canopy Growth to TerrAscend becoming, to our knowledge, the first and, so far, only cannabis company with sales in Canada, the U.S., and the European Union, our portfolio companies were busy creating significant value.”

First Quarter Fiscal Year 2020 Financial Results¹

 

 

“We continue to maintain financial focus and discipline while looking to seize on exciting opportunities during a period of operational ramp-up in our portfolio and the cannabis sector more broadly,” said Eddie Lucarelli, Chief Financial Officer of Canopy Rivers. “While some of our financial results are linked to the public markets and therefore subject to volatility, we believe that several factors – including significant business catalysts within our portfolio, operational improvements that translate into increased production at our royalty investees, and an operating expense base that is low by cannabis sector standards – position us well to create value for our shareholders in the long term.”

During Q1 2020, Canopy Rivers generated operating income of $2.7 million, primarily driven by royalty, interest, and lease income generated from the following: royalty and debenture agreements with Agripharm, Greenhouse Juice, JWC, and Radicle (each as defined below); a lease agreement with Spot Therapeutics Inc.; and a shareholder loan agreement with PharmHouse (as defined below); as well as a $1.5 million net increase in the fair value of certain financial assets that are reported at fair value through profit or loss. These items were partially offset by Canopy Rivers’ $1.0 million share of loss from its equity method investees, which includes its common equity positions in Canapar Corp., Radicle, and PharmHouse. As these equity method investees continue to ramp-up operationally over the coming quarters, management expects to continue to recognize its share of net losses during the remainder of the fiscal year.

Operating expenses for Q1 2020 were $5.8 million, of which $3.7 million (or approximately 64% of the total) related to share-based compensation. A significant portion of this non-cash expense relates to options granted to non-employees, which occurred at an early stage in the Company’s growth and requires remeasurement each period. Other operating expenses, which include consulting and professional fees and other general and administrative expenses, were $2.0 million, representing an increase from last year due to the build-out of the Company’s management team and employee base and enhanced public company compliance and regulatory costs.

Other comprehensive income, which captures the net changes in fair value of financial assets that are reported at fair value through other comprehensive income, was a loss of $5.8 million, net of tax. The fair values of Canopy Rivers’ investments in Eureka 93 Inc., JWC, and YSS (as defined below) common shares and TerrAscend (as defined below) exchangeable shares were negatively impacted by downward trends in valuations for public cannabis companies during the period.

Canopy Rivers continued to capitalize on investment opportunities during the quarter, deploying $18.8 million to new investments in High Beauty, Biolumic, and Zeakal (each as defined below), and contributing a total of $6.0 million to existing investees Agripharm and Greenhouse Juice Company.

Portfolio Overview

Canopy Rivers currently has a diversified portfolio comprised of 18 companies (see Figure 1), each with its own point of differentiation. Management believes that this creates an ecosystem of complementary cannabis operators that are able to leverage the strengths within the portfolio in order to accelerate individual paths to success and create value for Canopy Rivers.

First Quarter Corporate and Portfolio Updates

The following represents a brief summary of the milestones achieved by Canopy Rivers and/or its portfolio companies during Q1 2020:

• Canopy Rivers appointed Narbe Alexandrian as President and Chief Executive Officer.
• James E. Wagner Cultivation Corporation (“JWC“) (TSXV: JWCA, OTCQX: JWCAF) announced the receipt of a cultivation licence from Health Canada for its second indoor production facility, which, at full scale, is expected to be a 345,000 square foot commercial production and distribution complex.
• Canopy Rivers completed a US$2.5 million investment in High Beauty, Inc. (“High Beauty“), creator of industry-leading cannabis beauty brand high. high is formulated using cannabis sativa seed extracts, which are free of psychoactive substances including THC and CBD.
• TerrAscend (“TerrAscend“) (CSE: TER; OTCQX: TRSSF) completed several strategic transactions, including the acquisition of the retail dispensary network known as “The Apothecarium“. TerrAscend also received its European Union Good Manufacturing Practice (GMP) certification and announced a sales and distribution agreement with iuvo Therapeutics GmbH, a German pharmaceutical wholesaler with a cannabis-specific import and distribution licence for the European Union. In addition, TerrAscend completed a $69 million non-brokered private placement to fund its U.S. acquisitions, working capital, and for general corporate purposes.
• PharmHouse Inc. (“PharmHouse“) entered into a significant supply agreement with Canopy Growth Corporation (“Canopy Growth“), committing 20% of PharmHouse’s flowering space in its 1.3 million square foot modern greenhouse over a three-year period. This is in addition to the 10% of capacity that PharmHouse previously committed to Canopy Growth until December 31, 2020.
• Canopy Rivers completed a US$1.5 million investment in BioLumic Ltd. (“BioLumic“), creator of a sustainable ultraviolet light crop yield enhancement technology. The investment marked Canopy Rivers’ first foray into the agriculture technology field.
• Agripharm Corp. (“Agripharm“) received its outdoor cultivation licence from Health Canada and began growing its first outdoor crop at its Creemore, Ontario, location using award-winning Green House Seeds genetics.
• Les Serres Vert Cannabis Inc. (“Vert Mirabel“), a portfolio company of Canopy Rivers and a subsidiary of Canopy Growth, received its final cultivation licence amendment from Health Canada. All 700,000 square feet of operating space at Vert Mirabel’s greenhouse is now licensed for cannabis production.
• Canopy Rivers completed a US$10.0 million equity investment in ZeaKal, Inc. (“ZeaKal“), a California-based plant science innovator that has developed a novel plant genetics technology called PhotoSeed™ that increases photosynthesis, improves plant yield, and enhances nutritional profiles for a variety of non-cannabis agricultural crops.
• Civilized Worldwide Inc. (“Civilized“) and Zoomer Media Limited entered into a collaboration agreement to create educational and entertainment cannabis content for distribution on all platforms, including television, radio, print, digital, and events. Civilized also hosted its second World Cannabis Congress, featuring Martha Stewart as a keynote speaker.
• Solo Growth Corp. changed its name to YSS Corp. (“YSS“) (TSXV: YSS). YSS also acquired a call right and established a licensing agreement with Sweet Tree Modern Apothecary Ltd. and received another retail license for an additional location in Calgary, Alberta.

Subsequent Corporate and Portfolio Updates

Subsequent to the end of Q1 2020, Canopy Rivers and its portfolio companies reported several significant achievements:

• Canopy Rivers received conditional approval to graduate to the Toronto Stock Exchange.
• TerrAscend received an amendment to its licence from Health Canada allowing for the sale of cannabis oils, which it will do through its online medical sales platform, Solace Health. TerrAscend also announced the signing of a definitive agreement to acquire Ilera Healthcare, a vertically-integrated cannabis cultivator, processor, and dispensary operator in Pennsylvania, and commenced sales to Europe through its German distribution partner, becoming the first and only cannabis company with sales in Canada, the U.S., and the European Union.
• JWC received a licence amendment from Health Canada allowing for the sale of formulated cannabis oil from JWC’s pilot facility in Kitchener, Ontario. In a partnership developed in collaboration with Canopy Rivers, JWC also entered into a purchase and sale agreement with TerrAscend, pursuant to which JWC has agreed to supply cannabis flower and oils to TerrAscend that will be sold online through Solace Health.
• PharmHouse received a cultivation licence from Health Canada for 190,000 square feet of licensed nursery infrastructure. PharmHouse plans to ramp up its entire 1.3 million square foot greenhouse before the end of 2019, subject to approval from Health Canada.
• Radicle Medical Marijuana Inc. (“Radicle“) received approval from Health Canada for its production facility expansion project, significantly increasing its capacity.
• YSS received its 12^th cannabis retail licence in Alberta, and now has six operating stores located throughout the province.

For more information regarding the Company and its portfolio, please refer to the MD&A and the Company’s annual information form dated July 15, 2019 (“AIF“), filed with the Canadian securities regulators and available on Canopy Rivers’ profile on SEDAR at www.sedar.com.

About Canopy Rivers Inc.

Canopy Rivers is a unique investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector. Canopy Rivers identifies strategic counterparties seeking financial and/or operating support. Canopy Rivers has developed an investment ecosystem of complementary cannabis operating companies that represent various segments of the value chain across the emerging cannabis sector. As the portfolio continues to develop, constituents will be provided with opportunities to work with Canopy Growth (TSX: WEED, NYSE: CGC) and collaborate among themselves, which Canopy Rivers believes will maximize value for its shareholders and foster an environment of innovation, synergy and value creation for the entire ecosystem.

Forward-Looking Statements
This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: anticipated areas of growth in the cannabis sector; the expected future focus and activities of the Company;  the anticipated impact of capital markets volatility; expectations for the Company’s creation of long term shareholder value; management’s expectation that the Company will continue to recognize its share of net losses during the remainder of the fiscal year; the ability of the Company’s investees to leverage strengths within the Canopy Rivers ecosystem in order to accelerate individual paths to success and create value for the Company; the anticipated benefits of ZeaKal’s PhotoSeed™ technology; the planned sale of cannabis oils by TerrAscend through its medical marketplace, Solace Health; JWC’s supply of cannabis flower and oils to TerrAscend and the availability of such products on Solace Health; PharmHouse’s plans to ramp up its entire 1.3 million square foot greenhouse by the end of 2019; the expected increase in Radicle’s production capacity; and expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: regulatory and licensing risks; competition; changes in cannabis industry growth and trends; changes in the focus, plans and business activities of the Company and its investees and the impact and/or benefits thereof ; the Company’s actual financial results and ability to create shareholder value; the ability of Canopy Rivers’ investees to collaborate; changes in general economic, business and political conditions, including changes in the financial markets; potential conflicts of interest; the regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; changes in the Company’s relationship with Canopy Growth and its portfolio companies; changes in applicable laws; compliance with extensive government regulation; changes in the global sentiment towards, and public opinion of, the cannabis industry; and the risk factors set out in the Company’s AIF, filed with the Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com. 

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.